UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

3D SYSTEMS CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

March 29, 2019

333 Three D Systems Circle

Rock Hill, SC 29730

April 7, 2020

Dear Fellow Stockholder:

PleaseYou are cordially invited to join us at the Annual Meeting of Stockholders of 3D Systems Corporation.

Time:Corporation to be conducted online on Tuesday, May 21, 2019,19, 2020, starting at 11:2:00 a.m.p.m., Eastern Time.

Place:  3D Systems Corporation, 333 Three D Systems Circle, Rock Hill, South Carolina 29730. The decision to move to a virtual meeting this year was made with the safety and health of our stockholders, employees and the broader community as the top priority. We believe the virtual annual meeting format will facilitate participation of our stockholders worldwide, regardless of their resources or physical location, while reducing health and safety risks. During the virtual annual meeting, stockholders will be able to listen, vote and submit questions from their home or any remote location with internet connectivity. Information on how to participate in this year’s virtual meeting can be found on page 3 of the accompanying Proxy Statement.

At the meeting, stockholders will vote on the following items:

In addition, stockholders will consider and act upon any other matters that may be properly brought before the Annual Meeting or at any adjournments or postponements thereof. If you were a stockholder at the close of business on March 20, 2020, you are eligible to vote at the Annual Meeting.

We encourage you to attendparticipate in the Annual Meeting so that we can review the past year with you, listen to your suggestions, and answer any questions that you may have. Whether or not you plan to attendparticipate in the Annual Meeting, please vote your shares as soon as possible so that your vote will be counted.

On behalf of the Company3D Systems Corporation and your Board of Directors, we thank you for your continued support.

Sincerely,

Vyomesh I. Joshi

President and Chief Executive Officer

333 Three D Systems Circle

Rock Hill, SC 29730

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

March 29, 2019OF 3D SYSTEMS CORPORATION

The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of 3D Systems Corporation, a Delaware corporation (the “Company,” “we” and “us”), will be held:

When: Tuesday, May 21, 2019, at 11:00 a.m., Eastern Time;

Where: 3D Systems Corporation, 333 Three D Systems Circle, Rock Hill, South Carolina 29730;

Why: For the following purposes:

Where:

The Annual Meeting will be held via live webcast, atwww.meetingcenter.io/216909445. The password for this meeting is DDD2020.

In addition, stockholders will consider and act upon any other matters that may be properly brought before the Annual Meeting or any adjournments or postponements thereof.

The Proxy Statement accompanying this Notice of Annual Meeting describes these itemsclose of business in greater detail.

The record date for determining the stockholderson March 20, 2020 are entitled to notice of, to attend and to vote at the Annual Meeting is March 20, 2019. We are mailing a Notice of Internet Availability of Proxy Materials commencing onMeeting. On or about March 29, 2019 to all stockholders of record as of the record date. We will send you copies of the accompanyingApril 7, 2020, this Proxy Statement, and our Annual Report on Form10-K for the year ended December 31, 2018 upon request by following the instructions in our Notice of Internet Availability of Proxy Materials.2019 (the “2019 Annual Report”) and proxy card are being mailed or made available to stockholders.

We encourage you to cast your votes on the proposals to be considered at the Annual Meeting electronically by using the website that hosts our Proxy Statement and 2019 Annual Report as described on the Notice of Internet Availability.Availability of Proxy Materials (the “Notice of Internet Availability”). If you have requested delivery of a printed version of the materials, you will receive a proxy card that you may use to vote your shares. You may also vote by telephone as set forth on your proxy card, or the Notice of Internet Availability. Availability, or your voting instruction form.

Regardless of whether you plan to attendparticipate in the Annual Meeting, we encourage you to vote your shares electronically on the internet, by proxy card or by telephone in case your plans change.telephone. Please vote today to ensure that your votes are counted.

If you hold our shares in street-name, please vote your shares by following the instructions set forth below in “How to Vote.”

If you are a stockholder of record or a street-name holder who obtained and attendsubmitted a legal proxy and participate in the Annual Meeting, in person, you will be able to vote your shares personally atelectronically during the Annual Meeting if you so desire, even if you previously voted. See page 4 of this Proxy Statement for additional details on how to participate in the meeting.

By Order of the Board of Directors

		By Order of the Board of Directors
		Andrew M. Johnson
		Secretary
Rock Hill, South Carolina
March 29, 2019

Andrew M. Johnson

Secretary

Rock Hill, South Carolina

April 7, 2020

TABLE OF

CONTENTS

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333 Three D Systems Circle

Rock Hill, South Carolina 29730

PROXY STATEMENT

Dated March 29, 2019April 7, 2020

For the Annual Meeting of Stockholders

To Be Held on May 21, 201919, 2020

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON MAY 21, 2019:

This Proxy Statement, our Annual Report on Form10-K for the year ended December 31, 2018 (“2018 Annual

Report”) and a form of proxy card are available at www.envisionreports.com/DDD

GENERAL INFORMATION

We plan to hold our 2019 Annual Meeting of Stockholders (the “Annual Meeting”) at the following time and place and for the following purposes:

In addition, stockholders will consider and act upon any other matters that may be properly brought before the Annual Meeting or any adjournments or postponements thereof.

3D System Corporation (the “Company,” “we,” and “us”) is furnishing this Proxy Statement in connection with the solicitation of proxies by our Board of Directors (the “Board of Directors” or “Board”) for use at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

This Proxy Statement and related materials are first being made available on or about March 29, 2019. For directions to the location of the Annual Meeting, please call (803)326-3995.

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Stockholders of Record

You are considered to be a holderstockholders of record of each share of Common Stock that is registered in your name on the records of our transfer agent. In this Proxy Statement, we refer to these stockholdings as “record holdings” and to you as a “record holder.” If you are a stockholder of record holder, we will send you a Notice of Internet Availability of Proxy Materials (the “Notice”).Availability. Please follow the instructions in thatthe Notice in orderof Internet Availability to cast your vote.

Street-Name Holders

Most of you hold your shares in a brokerage account or bank or through another nominee holder. In that case, your broker, bank or other nominee is generally considered to be the record holder of record of those shares, and you are considered the “beneficial owner” of shares held in “street-name.” As a beneficial owner, you generally have the right to instruct your broker, bank or other nominee how to vote your shares. In this Proxy Statement, we refer to these stockholdings as “street-name holdings” and to you as a “street-name holder.”

You should expect your broker, bank or other nominee to send you a voting instruction form either by regular mail or in an email. Your broker, bank or other nominee is required to vote your shares pursuant to your instructions. In limited circumstances, your broker, bank or other nominee may, but is not required to, vote your shares in the absence of specific voting instructions from you for matters that are considered “routine.” We understand that the ratification of the selection of BDO USA, LLP (“BDO”) as our independent registered public accounting firm for 20192020 is the only “routine” proposal on which stockholders are being asked to vote at the Annual Meeting. Accordingly, if you do not give voting instructions to your broker, bank or other nominee, it will be entitled to vote your shares in its discretion on the ratification of the appointment of BDO; however, it will not vote your shares in connection with (i) the election of directors, (ii) the advisory vote on the compensation of our named executive officers or (iii) the stockholder proposal to reduceapproval of the ownership required for stockholders to call a special meeting.amendment and restatement of the 2015 Incentive Plan.

Accordingly, street-name holders need to be mindful of the following:

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If you specify how your shares are to be voted on a matter, the shares represented by your proxy or other voting instructions will be voted in accordance with your instructions. If you are a stockholder of record and you do not give specific voting instructions but you otherwise sign, date and grant a valid proxy, your shares will be voted as follows:

We do not know of any other matters to be presented for consideration at the Annual Meeting. However, if any other matters are properly presented for consideration, the proxy holders will vote your shares on those matters in accordance with the recommendations of the Board of Directors’ recommendations.Directors (the “Board of Directors” or “Board”). If the Board of Directors does not make a recommendation on any such matters, the proxy holders will be entitled to vote in their discretion on those matters.

INSTRUCTIONS FOR ATTENDING AND PARTICIPATING IN THE VIRTUAL ANNUAL MEETING

3This year our Annual Meeting will be a completely virtual meeting. We are not hosting the meeting at a physical location this year as a precaution due to the concerns regarding coronavirus, orCOVID-19. The meeting will only be conducted via live webcast.

Stockholders of Record

Stockholders of record at the close of business on March 20, 2020 will be able to attend the Annual Meeting, and to vote and submit questions virtually on the internet during the meeting. The meeting will begin promptly at 8:00 a.m., Eastern Time on May 19, 2020, atwww.meetingcenter.io/216909445. We encourage you to access the Annual Meeting prior to the start time to allow ample time for check in. To access the live webcast of the Annual Meeting, you will need the following:

You should have the Notice of Internet Availability or proxy card in hand when you access the website and then follow the instructions. If you are a stockholder of record, you do not need to register to attend the Annual Meeting virtually on the internet. Please follow the instructions on the notice or proxy card that you received.

Street-Name Holders

If you are a street-name holder, you must register in advance to attend the Annual Meeting, and to vote and submit questions virtually on the internet during the meeting. To register to attend the Annual Meeting online by

webcast you must obtain and submit a “legal proxy” from the broker, bank, or other nominee that holds your shares, giving you the right to vote the shares, along with your name and email address to Computershare, the vendor hosting our virtual Annual Meeting. Requests for registration must be labeled as “Legal Proxy” and be received by Computershare no later than 5:00 p.m., Eastern Time, on May 14, 2020, in one of two ways:

Computershare

3D Systems Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

Once a quorum of the shares entitled to vote is present in person or represented by proxy at the Annual Meeting, the votes required to approve the matters discussed above in “Voting Matters” will be considered.

If you wish to submit a question before or during the Annual Meeting, you can do so once you have registered for the Annual Meeting by logging onto the virtual meeting platform atwww.meetingcenter.io/216909445and following the instructions on how to submit a question.

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to meeting matters and therefore will not be answered.

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call855-449-0991 (Toll Free) or720-378-5962 (International Toll). Technical support will be available starting at 7:00 a.m., Eastern Time, on May 19, 2020 and will remain available until thirty minutes after the meeting has finished.

PROPOSAL ONE

ELECTION OF DIRECTORS

At the Annual Meeting, the stockholders will elect eleven11 directors to serve until the 20202021 Annual Meeting and until their successors are elected and qualified. The Board of Directors, based upon the recommendation of the Corporate Governance and Nominating Committee (the “Governance Committee”), has designated as nominees for election the eleven11 individuals named in the table below, all of whom currently serve as directors.

In nominating each of the director nominees, the Governance Committee and the Board considered, among other things, the Board’s Corporate Governance Guidelines, which was adopted in 2004 and most recently amended in March 2018,September 2019, and the Qualifications for Nomination to the Board, which was adopted in 2004.2004 and most recently amended in September 2019. These documents are posted on our website atwww.3DSystems.com. in the Investor Relations section under “Governance—Governance Documents.” These qualifications include, among other factors, a candidate’s ethical character, experience and diversity of background as well as whether the candidate is independent under applicable listing standards and financially literate. In considering the nomination of these individuals, the Governance Committee and the Board also took into consideration the following additional factors relating to each director since the 20182019 Annual Meeting:

Relevant information regarding the background and experience of each of the nominees for director that the Governance Committee and the Board considered in evaluating each nominee is set forth below their respective names in “Information Concerning Nominees” below. See also “Corporate Governance Matters” below, which discloses additional information about the nominees and our corporate governance policies and practices.

The Governance Committee and the Board considered each nominee’s overall business experience, contributions to Board activities during 20182019 and independence in their evaluation of each nominee in conjunction with the factors discussed above, but did not otherwise give greater weight to any of the factors cited above compared with any of the others. While the Board considers self-identified diversity characteristics and diversity of background and experience in its nomination decisions, we do not maintain a diversity policy relating to the composition of our Board of

Directors. The Board believes that each of the nominees for director is well qualified to continue to serve as a director of the Company and that the nominees provide the mix of experience that is required to enable the Board to perform its functions.

If any nominee becomes unavailable for any reason or if a vacancy should occur before the election, (which events are not anticipated), the holders of proxies may vote the shares represented by such duly executed proxies in favor of such other person as they may determine. Alternatively, in lieu of designating a substitute, the Board may reduce the number of directors. In this regard, Vyomesh Joshi, our President and Chief Executive Officer and a director standing for reelection, has announced his intention to retire from the Company, and resign as a member of our Board, effective as of the date that his successor assumes those roles. If Mr. Joshi’s successor joins the Company prior to the Annual Meeting, Mr. Joshi will resign from the Board, and the Board will reduce the number of Board members to 10 in advance of the Annual Meeting.

The Board of Directors unanimously recommends that you vote

FOR

each of the nominees listed in the table below.

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Position, Principal Occupation and Professional Experience:President and Chief Executive Officer of ECG Ventures, Inc. Mr. Erickson has been President and Chief Executive Officer of ECG Ventures, Inc., an investment firm, since 1987 and serves as a Senior Advisor to Centerbridge Partners, a private equity firm. Mr. Erickson has previously served as Chairman and Interim President and Chief Executive Officer of National Medical Health Card Systems, Inc., a publicly traded pharmacy benefits manager; Chairman of the Board of PathWays, Inc., an operator of post-acute care facilities; Chairman of the Board of TransHealthcare, Inc., a health care services company; Chairman and Interim Chief Executive Officer of LifeCare Holdings, Inc., an operator of long-term acute care hospitals; Interim President and Chief Executive Officer of Luminex Corporation, a publicly traded biotechnology company; Chairman of the Board of Inmar, Inc., a reverse logistics and revenue recovery company; Chairman of the Board and Interim President and Chief Executive Officer of Western Dental Services, Inc., a dental practice management company; and Interim President and Chief Executive Officer of Omega Healthcare Investors, Inc., a publicly traded healthcare focused real estate investment trust. Mr. Erickson was alsoco-founder, President and Chief Executive Officer of CareSelect Group, Inc., a physician practice management company.

Other Current Public Directorships:Luminex Corporation, a publicly traded biotechnology company (since May 2004), and American Renal Associates Holdings, Inc., a publicly traded operator of renal dialysis clinics (since March 2011).

Prior Public Company Directorships (within the last five years):None

Other Directorships, Trusteeships and Memberships: None

Director Qualifications:The Governance Committee believes that Mr. Erickson’s extensive executive management and operational experience, particularly in the healthcare industry, provide clear support for his nomination for election to our Board.

Position, Principal Occupation and Professional Experience:Executive Vice President and Chief Technology Officer of the Company. Mr. Hull serves as the Executive Vice President and Chief Technology Officer of the Company. He is a founder of the Company and has served as Chief Technology Officer since 1997 and as Executive Vice President since 2000. He has also previously served in various other executive capacities, including Chief Executive Officer, Vice Chairman of the Board of Directors and President and Chief Operating Officer.

Other Current Public Directorships:None

Prior Public Company Directorships (within the last five years):None

Other Directorships, Trusteeships and Memberships:Member of the External Advisory Board of Aerospace Engineering Sciences, University of Colorado

Director Qualifications:As one of our founders and a director since 1993, the Governance Committee believes Mr. Hull’s broad understanding of the technologies of our industry as well as a wide-ranging historical perspective on our strategy and growth, provide clear support for his nomination for election to our Board.

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From 2005 until 2016, he served as Chief Financial Officer of Ingram Micro Inc., a Fortune 100 company and the world’s largest wholesale technology distributor and a global leader in supply-chain and mobile device lifecycle services until it was acquired and taken private by HNA Group. Following HNA’s acquisition of Ingram Micro Inc., Mr. Humes transitioned from Chief Financial Officer to the board of directors of the newly acquired subsidiary on which he served until June 2017. While Chief Financial Officer of Ingram Micro, he was responsible for the company’s global finance organization including financial planning and analysis, controllership, internal audit, tax, treasury and risk management. Prior to being named Chief Financial Officer, Mr. Humes held positions of increasing responsibility for Ingram Micro after joining in 1998 as Senior Director, Worldwide Financial Planning, Reporting and Accounting.

Before joining Ingram Micro, Mr. Humes was at PricewaterhouseCoopers LLP for nine years, where he took an accelerated path to senior manager. During his tenure at the firm, he was responsible for managing all aspects of professional services to numerous multinational and technology-sector companies.

Other Current Public Directorships:None

Prior Public Company Directorships (within the last five years):None

Other Directorships, Trusteeships and Memberships:None

Director Qualifications:The Governance Committee believes Mr. Humes’ wide experience in finance, operations and executive management provides clear support for his nomination for election to our Board.

Position, Principal Occupation and Professional Experience:President and Chief Executive Officer of the Company. Mr. Joshi has served as the President and Chief Executive Officer of the Company since April 2016. From 2001 to 2012, he was Executive Vice President of Hewlett-Packard’s (“HP”) Imaging and Printing Group, following two decades of research, engineering and management in HP’s imaging and printing systems. On February 5, 2020, Mr. Joshi notified the Board of his intention to retire as President and Chief Executive Officer of the Company, and resign as a member of the Company’s Board, effective as of the date that his successor assumes those roles. Following his retirement, Mr. Joshi will serve as a strategic advisor to the Company for aone-year period.

Other Current Public Directorships: Harris Corporation, a publicly traded technology company, defense contractor and information technology service provider (since September 2013).None.

Prior Public Company Directorships (within the last five years): Yahoo! Inc., a publicly traded web services provider (from 2005 to 2012), and Wipro Ltd., a publicly traded multinational information technology, consulting and business process services company (from 2012 to 2016), and Harris Corporation, a publicly traded technology company, defense contractor and information technology service provider (from 2013 to 2019).

Other Directorships, Trusteeships and Memberships: None

Director Qualifications: The Governance Committee believes Mr. Joshi’s extensive executive management, corporate strategy and international operational experience provides clear support for his nomination for election to our Board. Additionally, Mr. Joshi has significant knowledge of the Company and the competitive environment in which it operates.

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Other Current Public Directorships:Luminex Corporation, a publicly traded biotechnology company (since December 1996).

Prior Public Company Directorships (within the last five years):Tyson Foods, Inc., a publicly traded multinational food processing company (from 1999 to 2014).None

Other Directorships, Trusteeships and Memberships:None

Director Qualifications: The Governance Committee believes Mr. Kever’s wide experience in operations, finance and executive management provides clear support for his nomination for election to our Board.

Position, Principal Occupation and Professional Experience:Managing Partner, Michigan Capital Advisors. Mr. McClure has served as Chairman of the Board of Directors of the Company since October 2018. Mr. McClure has served as a Managing Partner of Michigan Capital Advisors since 2014 and has more than 35 years of experience in the transportation industry. Prior to founding Michigan Capital Advisors, Mr. McClure served as Chairman of the Board, Chief Executive Officer and President of Meritor, Inc. from 2004 through 2013. From 2002 through 2004, Mr. McClure served as Chief Executive Officer, President and a member of the Board of Federal Mogul Corp. Mr. McClure joined Federal Mogul in 2001 as president, Chief Operating Officer and a member of the Board. Before joining Federal Mogul, Mr. McClure served as President, Chief Executive Officer and a member of the Board of Detroit Diesel. He joined Detroit Diesel in 1997 after 14 years in a variety of management positions with Johnson Controls.

Other Current Public Directorships:DTE Energy, a publicly traded Detroit-based energy company (since 2012), and Crane Corporation, a publicly traded industrial products company (since 2017).

Prior Public Company Directorships (within the last five years):Remy International, Inc., a manufacturer and distributor of starters and alternators prior to its acquisition by BorgWarner Inc. (2015).

Other Directorships, Trusteeships and Memberships:Member of the Board of Penske Corporation; Member of the Board of Trustees of Henry Ford Health Systems; Member of the Board of Directors of Invest Detroit; and Member of the Business Leaders for Michigan.

Director Qualifications: The Governance Committee believes Mr. McClure’s broad experience in operations and executive management and significant expertise in the automotive industry, a key vertical for our Company, provide clear support for his nomination for election to our Board.

Position, Principal Occupation and Professional Experience:President and Director, The Clark Estates, Inc.Mr. Moore has been with The Clark Estates, Inc., a private investment firm and a major company stockholder, for more than 20 years, where he is currently President and a director.

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Position, Principal Occupation and Professional Experience:Retired Chief Technology Officer and Senior Vice President, Engineering, Operations and Technology at The Boeing Company.Dr. Tracy has more than 37 years of experience in the aerospace industry, most recently as Chief Technology Officer and Senior Vice President, Engineering, Operations and Technology at The Boeing Company. Dr. Tracy has strong leadership in technology, operations, quality and engineering gained from his experience fromwith several aerospace companies, including Hercules Aerospace Company, McDonnell Douglas Corporation and The Boeing Company. From 2006 until 2016, he served as Chief Technology Officer and Senior Vice President, Engineering, Operations and Technology at The Boeing Company. Prior to that he served as Vice President, Engineering and Mission Assurance for Boeing Integrated Defense Systems and Vice President Structural Technologies, Prototyping and Quality of Phantom Works at The Boeing Company, after serving in roles of increasing responsibility at Hercules, McDonnell Douglas and The Boeing Company since 1979.

Other Current Public Directorships:None

Prior Public Company Directorships (within the last five years):None

Other Directorships, Trusteeships and Memberships:Member of the National Academy of Engineering and Member of the Board of Directors of The Aerospace Corporation.Engineering.

Director Qualifications: The Governance Committee believes Dr. Tracy’s strong leadership experience and specialized expertise in aerospace engineering and manufacturing, structure and materials provide clear support for his nomination for election to our Board.

Board Committees: Compliance, Corporate

Governance & Nominating and Technology

Position, Principal Occupation and Professional Experience:Retired President and Chief Executive Officer of Battelle.Dr. Wadsworth, currently retired, served as President and Chief Executive Officer of Battelle, the world’s largest independent research and development enterprise (“Battelle”), from January 2009 until October 2017. He formerly was Executive Vice President, Global Laboratory Operations at Battelle, Director of Oak Ridge National Laboratory and Chief Executive Officer and President ofUT-Battelle LLC and Senior Vice President for U.S. Department of Energy Science Programs at Battelle. Previously, he was director of Homeland Security Programs at Battelle and part of the White House Transition Planning Office for the then-newly formed U.S. Department of Homeland Security. From 1992 to 2002, Dr. Wadsworth was at the Lawrence Livermore National Laboratory in

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CORPORATE GOVERNANCE MATTERS

Our Board of Directors is committed to sound and effective corporate governance practices, to diligently exercising its oversight responsibilities with respect to our business and affairs consistent with the highest principles of business ethics, and to meeting the corporate governance requirements that apply to us.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that address various governance matters, including, among others, the functions of the Board, Board committees, director qualification standards and the director nomination process; director responsibilities; director access to management and independent advisors; director stock ownership; director orientation and continuing education; management succession; and an annual performance evaluation of the Board. The Governance Committee is responsible for overseeing these Guidelines, periodically assessing their adequacy, and modifying them to meet new circumstances. These Guidelines are posted on our website atwww.3DSystems.com under “Investor Relations,” and then under “Governance.”

Director Independence

EightNine of our eleven directors are independent directors. Under the corporate governance standards of the New York Stock Exchange (the “NYSE”), at least a majority of our directors, and all of the members of the Audit Committee, Compensation Committee, and Governance Committee, must meet the test of “independence.” The NYSE standards provide that, to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, the Board must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). The Board has affirmatively determined that Ms. Clinton and Messrs. Curran, Erickson, Humes, Kever, McClure, Moore, Tracy and Wadsworth satisfy the bright-line criteria of the listing standards of the NYSE and that they have no material relationships with us. In making its determination, the Board and the Governance Committee reviewed the following relationships:

Mr. Joshi, our Chief Executive Officer (“CEO”), and Mr. Chuck Hull, one of our founders and our Chief Technology Officer, are executive officers of the Company and, as such, are not independent directors.

Mr. Erickson, who was appointed to the Board on November 17, 2015, was party to a consulting agreement with the Company in 2016, as described further under “Related Party Transaction Policy and Procedures” beginning on page 17 of this Proxy Statement and, as such, is not an independent director.

Risk Responsibility and Oversight

Consistent with Delaware law, our business is managed by our officers under the direction and oversight of the Board of Directors. In this regard, our management, including our corporate officers, is responsible for theday-to-day management of the risks facing us, including macroeconomic, financial, strategic, operational, public reporting, legal, regulatory, political, compliance, organizational, security and reputational risks. They carry out this responsibility through a coordinated effort among themselves in the management of our business.

In exercising its oversight responsibilities, as permitted by law, the Board receives and relies on reports and other information provided by management, reviews, and approves matters that it is required or permitted to approve by law or our Certificate of Incorporation orBy-Laws, each as amended, and receives information relating to, and enquires into, such other matters as it deems appropriate, including our strategic outlook, business plans, prospects and performance, succession planning, risk management, cybersecurity and other matters for which it has oversight responsibility. The Board carries out its general oversight responsibility both by acting as a whole as well as through its committees. Among other things, the Board as a whole periodically reviews our processes for identifying, ranking, and assessing risks that affect our organization as well as the output of those processes. The Board as a whole also receives periodic reports from our management on various risks, including risks of the types mentioned above facing our businesses, risks presented by transactions that are presented to the Board for approval, and risks arising out of our corporate strategy.

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the process and system employed to monitor and control such exposures. In addition, consistent with its charter, the Audit Committee engages in periodic discussions with management concerning the process by which risk assessment and management are undertaken, and it exercises oversight with regard to the risk assessment and management processes related to, among other things, internal controls, credit, capital structure, liquidity, cybersecurity and insurance programs. In carrying out these responsibilities, the Audit Committee, among other things, regularly reviews with the Internal Audit Director the audits or assessments of significant accounting and audit risks conducted by Internal Audit personnel based on their audit plan, and the Audit Committee regularly meets in executive sessions with the Internal Audit Director. The Audit Committee also regularly reviews with management our internal control over financial reporting, including any significant deficiencies or material weaknesses. As part of these reviews, the Audit Committee reviews steps taken by management to monitor, control and mitigate risks. The Audit Committee also regularly reviews with the Chief Legal Officer significant legal, regulatory and compliance matters that could have a material impact on our financial statements or business. Finally, from time to time executives who are responsible for managing particular risks report to the Audit Committee on how those risks are being controlled and mitigated.

Other Board committees also exercise responsibility to oversee risk within their areas of responsibility and expertise. For example, as noted in the section below entitled “Risk Assessment of Compensation Policies and Practices,” the Compensation Committee oversees risk assessment and management with respect to our compensation policies and practices, and it exercises oversight with respect to our 401(k) plan.plan; the Governance Committee engages in periodic discussion with our head of People and Culture, which encompasses our human resources functions, regarding major organizational and management risks, including executive succession planning; and the Compliance Committee engages in ongoing discussion with the Chief Legal Officer and Ethics Compliance Officer regarding regulatory and compliance matter, including compliance with applicable export controls, government contract, HIPPA/FDA and similar governmental regulatory regimes.

In those cases in which committees have risk oversight responsibilities, the Chairs of the committees regularly report to the full Board the significant risks facing the Company, as identified by management, and the measures undertaken by management for controlling and mitigating those risks.

Risk Assessment of Compensation Policies and Practices

We haveThe Compensation Committee has reviewed our material compensation policies and practices, discussed the concept of risk as it is related to our compensation program, and considered various mitigating factors. Based on these reviews and discussion, the Compensation Committee does not believe our compensation program creates risks that are reasonably likely to have a material adverse effect on our business.

For more information regarding our compensation program, see the section of this Proxy Statement titled “Compensation Discussion & and Analysis.”

Board Leadership Structure

The Board has separated the position of its Chairman from the position of Chief Executive Officer (“CEO”).CEO. As noted above, Mr. McClure, an independent director, serves as Chairman of the Board of Directors. Mr. McClure was appointed Chairman onin October 3, 2018 following the retirement of G. Walter Loewenbaum, II from the Board. Mr. Loewenbaum served as Chairman of the Board of Directors since 1999.

We do not have a policy regarding whether the Chairman and CEO roles should be combined or separated. Rather, our Board of Directors prefers to retain flexibility to choose its leadership structure and Chairman in any way that it deems best for the Company at any given time. The Board periodically reviews the appropriateness and effectiveness of its leadership structure given numerous factors. Currently, the Board believes that it is appropriate for Mr. McClure to remain as Chairman given his independence as a director, broad experience in domestic and international operations management, deep experience in executive management and director roles within publicly traded companies, and significant expertise in the automotive industry, a key vertical for the Company. With the foregoing in mind, the Board believes that the current Board leadership structure allows Mr. Joshi to focus on managing the daily operations of the Company in his role as CEO, while permitting Mr. McClure to oversee the Board’s significant functions. The Board also believes that it has assistedthe current structure aids in the efficient conduct of Board meetings as the directors discuss key business and strategic matters and other critical issues.

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While the Board believes that the separation of the positions of Chairman and CEO has been beneficial to the Company, the Board does not view any particular Board leadership structure as being preferable to any other. Accordingly, in the event that any future change in the Board’s leadership structure occurs (which the Board does not currently expect to happen), the Board will take such actions with respect to its leadership structure as it then considers to be appropriate.

Succession Planning

We maintain a succession plan for the position of CEO and other executive officers. To assist the Board with this requirement, the CEO annually leads the Board of Directors in a discussion of CEO and senior management succession. The annual review includes an evaluation of the requirements for the CEO and each senior management position and an examination of potential permanent and interim candidates for CEO and other senior management positions. Preparations made pursuant to this process have been instrumental in limiting the disruption from the retirement of our prior Chief Financial Officer (“CFO”), John McMullen, in 2019 and are being utilized currently in our transition planning for the retirement of our CEO, Mr. Joshi.

Director Emeritus Program

Our Board has created a Director Emeritus program to avail itself of the counsel of retiringretired directors who have made and can continue to make a unique contribution to the deliberations of the Board. Under the program, the Board may, at its discretion, designate a retiring director as Director Emeritus for a period of one year. A Director Emeritus may provide advisory services as requested from time to time and may be invited to attend meetings of the Board or its committees, but may not vote, be counted for quorum purposes, or have any of the duties or obligations imposed on our directors or officers under applicable law or otherwise be considered a director. Following Mr. Van Riper’s retirement at the 2017 Annual Meeting, our Board requested that he serve, and he agreed to serve, as a Director Emeritus for aone-year term until the 2018 Annual Meeting. Mr. Van Riper received $100,000 in compensation for his service as Director Emeritus.

Meetings and Meeting Attendance

During 2018,2019, the Board of Directors held 159 meetings. In 2018,2019, each member of the Board of Directors attended at least 75 percent of the aggregate number of meetings of the Board of Directors held during the period for which he or she has been a director and of the committees of the Board on which he or she served during the periods that he or she served. A discussion of the number of committee meetings held during 20182019 appears below.

The Board holds executive sessions with onlynon-employee directors in attendance at its regular meetings and at other meetings when circumstances warrant those sessions. The CEO and other members of management are excused from these executive sessions. The Chairman of the Board or the Chairman of the Governance Committee presides over suchnon-management sessions of the Board. Additionally, the independent directors meet in executive session at least annually. The CEO, any othernon-independent directors and other members of management are excused from such meetings, and the Chairman of the Board presides over such meetings.

We encourage, but do not require,It is expected that all incumbent directors and director nominees towill attend our annual meetings of stockholders.stockholders (virtually for purposes of the 2020 Annual Meeting). All of the directors then in office attended our 20182019 Annual Meeting of Stockholders.

Committees of the Board of Directors

The Board of Directors maintains an Audit Committee, a Compliance Committee, a Compensation Committee, a Governance Committee, a Technology Committee, and an Executive Committee as the standing committees of the Board. The current members of all NYSE-required committees (the Audit Committee, the Compensation Committee, and the Governance Committee) are independent directors.

Each of the committees operates under a written charter that has been approved by the Board and is posted on our website. See “Availability of Information” on page 19 of this Proxy Statement. Each of these committees periodically reviews its written charter and updates its charter as necessary.

The table below provides membership information for each of the Board’s standing committees as of the date of this Proxy Statement.

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Compliance Committee

The Board of Directors approved the creation of a Compliance Committee in November 2018. The principal responsibilities of the Compliance Committee are to provide general oversight of the Company’s compliance with laws and regulations applicable to its business, including but not limited to, providing Board-level engagement and oversight of export compliance, government contracts, HIPPA/FDA compliance, ethics and any necessary corrective actions pursuant to any export compliance investigation. The Compliance Committee is set to expire at the end of 20192020 unless renewed by the Board of Directors.

The Compliance Committee held one meetingfive meetings in 2018.2019.

Compensation Committee

In addition to the risk oversight matters discussed above, the principal responsibilities of the Compensation Committee are to:

The Board of Directors has determined, upon the recommendation of the Governance Committee, that each member of the Compensation Committee (1) meets the heightened standards of independence applicable to compensation committee members as prescribed by the NYSE (2)and is a“Non-Employee Director” for purposes of Rule16b-3 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and (3) is an “Outside Director” for purposes of Section 162(m) of the Internal Revenue Code, as amended (the “Code”). The Compensation Committee held eightseven meetings in 2018,2019, in addition to various unanimous consents.

The report of the Compensation Committee appears on page 3436 of this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

None of our current executive officers served during 20182019 as a director of any entity with which any of our outside directors is associated or whose executive officers served as one of our directors, and none of the members of the Compensation Committee has been an officer or employee of the Company or any of our subsidiaries.

RoleRetainer of Independent Compensation Consultant

The Compensation Committee has sole authority to retain, compensate, and terminate a compensation consultant to assist in the evaluation of CEO or senior executive compensation. In 2018, the Committee retained Pearl Meyer & Partners (“Pearl Meyer”) as its independent compensation consultant. Pearl Meyer consulted with Compensation Committee on the Company’s 2018 and 2019 executive compensation programs. Pearl Meyer did not provide any other services to the Company, and the Compensation Committee determined, based on its assessment of the relevant factors set forth in the applicable SEC rules, that Pearl Meyer’s work for the Compensation Committee did not raise any conflict of interest.

In December 2019, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant with respect to 2019 compensation payouts and the Company’s 2020 executive compensation program. Meridian does not provide any other services to the Company, and the Compensation Committee has determined, based on its assessment of the relevant factors set forth in the applicable SEC rules, that Pearl Meyer’sMeridian’s work for the Compensation Committee does not raise any conflict of interest.

The consultant compiles For additional information regardingon the components and mixrole of the compensation consultant in setting executive compensation programssee “Role of the Company and its peer group, analyzes the relative performance of the Company and the peer group with respect to the financial metrics used in the programs, and provides advice to the Compensation Committee regarding the Company’s executive compensation program. The consultant also provides information regarding emerging trends and best practices in executive compensation.

The consultant retained by the Compensation Committee reports to the Compensation Committee Chair and has direct access to Compensation Committee members. The consultant periodically attends Compensation Committee meetings and meets with members of the Compensation Committee.

15Consultant” on page 24.

Corporate Governance and Nominating Committee

TheIn addition to the risk oversight matters discussed above, the principal responsibilities of the Governance Committee are to:

The Governance Committee held two meetings in 2018.2019.

Technology Committee

The principal responsibilities of the Technology Committee are to:

The Technology Committee held three meetings in 2018.2019.

Executive Committee

The principal responsibilities of the Executive Committee are to function on behalf of the Board of Directors during intervals between meetings of the Board, to the extent permitted by law, and to guide our strategic planning. It is the intention of the Board to dissolve the Executive Committee and its status as a standing committee of the Board as of May 18, 2020, due to the evolution of the Company’s approach to strategic planning, which the Board believes is more appropriately addressed at the Board level.

The Executive Committee held twelvefive meetings in 2018.2019.

Stockholdings of Directors

Among the factors considered under our“Qualifications for Nomination to the BoardBoard”” discussed above is an expectation that each director will hold during his or her term of office a meaningful number of shares of our Common Stock. Several of our directors beneficially own substantial numbers of shares of our Common Stock. See “Director CompensationHolding Requirements forNon-Employee Directors” and “Security Ownership of Certain Beneficial Owners and Management” below.

Stockholder Communications with the Board of Directors

Stockholders and other interested persons may communicate with the Board by sending an email toBoardofDirectors@3DSystems.com or by sending a letter to the Board of Directors of 3D Systems Corporation, c/o Corporate Secretary, 333 Three D Systems Circle, Rock Hill, South Carolina 29730.

We believe that providing a method for interested parties to communicate directly with our independent directors, rather than to the full Board, provides a more confidential, candid and efficient method of relaying any interested party’s concerns or comments. The Chairman of the Board presides over independent executive sessions of directors. The Chairman may be contacted by any party by sending a letter to the Chairman of the Board of Directors of 3D Systems Corporation, c/o Corporate Secretary, 333 Three D Systems Circle, Rock Hill, South Carolina 29730.

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In adopting this policy, the Board reviewed certain types of transactions and deemed them to bepre-approved even if the amount involved exceeds $120,000. These types of transactions include:

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cancellation of unvested restricted stock or outstanding stock option awards previously granted to such officers in the amount by which such compensation exceeded any lower payment that would have been made based on the restated financial results. The Company will report publicly any decision by the Board to recover any particular award of bonus or incentive compensation, or cancel unvested restricted stock or outstanding stock option awards (and associated stock appreciation rights), pursuant to this policy.

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DIRECTOR COMPENSATION

We use a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on our Board of Directors. In setting director compensation, we consider the significant amount of time that our directors expend in fulfilling their duties as well as the skill-level required by us of members of our Board, as well as the overall level and mix of compensation compared to industry- andsize-relevant peers, referencing data compiled by the Compensation Committee’s independent compensation consultant.

Director Compensation for 20182019

The following table sets forth information concerning all compensation of each of ournon-employee directors for their services as a director during the year ended December 31, 2018. Ms. Clinton was appointed to the Board in March 2019; therefore, she did not receive any compensation as a director during the year ended December 31, 2018.2019.

Directors’ Fees

Director compensation is set by the Board, based upon the recommendation of the Governance Committee. We pay the following cash compensation to ournon-employee directors:

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grant of 3,0002,323 shares under the Directors Stock Plan (3,000 shares for Ms. Clinton) and a grant of 4,7589,132 shares under the 2015 Incentive Plan.Plan (8,455 shares for Ms. Clinton). All shares of Common Stock issued to directors as compensation for their services as directors are fully vested when issued.

Holding Requirements forNon-Employee Directors

Consistent with the Board-adopted Qualifications for Nomination to the Board (publicly disclosed as Addendum A to the Corporate Governance and Nominating Committee Charter), eachnon-employee director is expected to hold during his or her term of office a meaningful number of shares of Common Stock. As such, it is expected thatnon-employee directors will retain during their term of office at least 50% of the shares of Common Stock acquired under the Directors Stock Plan. As such, our Corporate Governance Guidelines requirenon-employee directors to retain all shares of Common Stock that have been awarded to them under the Directors Stock Plan as long as they remain a director of 3D Systems with exceptions limited to (a) the sale of up to 50% of an award to cover the tax obligation arising from such grant or grants, and (b) certain transfers by the director to members of their immediate family or to a trust or other form of indirect ownership established by the director for his or her benefit or for the benefit of the members of his or her immediate family.

Directors Stock Plan

Under the Directors Stock Plan, which our stockholders approved in May 2004, each director who is neither one of our officers or employees nor an officer or employee of any of our subsidiaries or affiliates (referred to in the Directors Stock Plan as a“Non-Employee Director”) is eligible to receive grants of Common Stock, as follows:

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2015 Incentive Plan

Non-Employee Directors are also eligible to receive grants of Common Stock under the 2015 Incentive Plan, which was approved by our stockholders in May 2015 and amended and restated in May 2017. Subject to adjustment from time to time, not more than 10,000 shares of Common Stock, in the aggregate, may be made subject to awards under the 2015 Incentive Plan in respect of anyNon-Employee Director during any year; provided, however, that up to 50,000 shares of Common Stock, in the aggregate, may be made subject to awards under the 2015 Incentive Plan during any year in respect of anyNon-Employee Director who also provides consulting or other services to the Company in addition to the services provided as a member of the Board.

The 2015 Incentive Plan authorizes the issuance of up to 6,300,00013,440,011 shares of Common Stock for awards under the 2015 Incentive Plan, subject to further adjustment in the event of changes in the Common Stock by reason of any stock dividend, stock split, combination of shares, reclassification, recapitalization, merger, consolidation, reorganization, or liquidation. At December 31, 2018, 4,854,649As of the Record Date, 2,930,337 shares of Common Stock remained available for issuance under this 2015 Incentive Plan. As set forth in “Proposal 3 – Approval of the Amendment and Restatement of the 2015 Incentive Plan” below, the Company is seeking stockholder approval to, among other things, add 4,860,000 new shares of Common Stock to the pool of shares available for awards.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides detailed information and analysis regarding the compensation of our named executive officers (“NEOs”) as reported in the Summary Compensation Table and other tables located in the “Executive Compensation” section of this Proxy Statement.

Summary of Key 2018 Compensation Actions in 2019

Our Named Executive Officers (“NEOs”) for 20182019

Say-on-Pay

The Dodd-Frank Act provides stockholders with an advisory vote(“say-on-pay”) on the compensation of a company’s NEOs. We currently hold thissay-on-pay vote on an annual basis. At the 20182019 Annual Meeting, approximately 93.44%98.69% of the votes cast on this proposal approved the compensation of our NEOs on an advisory basis. The Compensation Committee considered these results in its designthe stockholders’ strong support of our say-on-pay vote at the 2019 Annual Meeting and, as a result, did not make any substantive changes when designing our executive compensation program for 2018 and2019. The Compensation Committee will consider the results of future advisory votes on executive compensation as our compensation philosophy continues to evolve and compensation decisions are made each year. Our

Role of Compensation Consultant

The Compensation Committee engaged anretained Pearl Meyer to consult with Compensation Committee on the Company’s 2018 and 2019 executive compensation programs. In December 2019, the Compensation Committee retained Meridian as its independent compensation consultant to providein conjunction with completion of the 2019 executive compensation cycle and structure of the 2020 executive compensation program. At the direction of the Compensation Committee, guidanceeach consultant compiled information regarding the components and mix of the

executive compensation programs of the Company and its peer group (as discussed below), analyzed the relative performance of the Company and the peer group with respect to the financial metrics used in the establishment ofprograms, and provided advice to the 2018Compensation Committee regarding the Company’s executive compensation program. Each consultant also provided information regarding emerging trends and best practices in executive compensation.

Engagement with Our Stockholders

Over the last year, we continued our outreach efforts to stockholders to maintain an ongoing dialogue and solicit feedback on our business. In 2018, we reached out to numerous stockholders, including each of our 25 largest stockholders, in an effort to engage in discussions regarding a variety of topics including our executive compensation program, corporate governance, certain stockholder proposals, and other important issues to our stockholders.    We value the perspectives of our stockholders and the feedback that we gain from these stockholder engagement efforts.

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Compensation Consultant and Compensation Peer Group

In 2017,For 2019, the Compensation Committee directly engaged Pearl Meyer to assist in the performance of a comprehensive review of our executive compensation program and practices and to provide the Compensation

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Compensation Committee believes that our executive officers should have at leastone-third of their annual cash compensation opportunity at risk under variable performance-based elements of our incentive compensation program, including in particular our annual incentive program. In most cases, the portion of our NEOs’ cash compensation opportunity that is at risk in any year exceeds that level. See “—20182019 Incentive Compensation Program” below.

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In February 2019, the Compensation Committee set Mr. Schultz’s base salary at $374,000 in recognition of his promotion to Executive Vice President. In June, the Compensation Committee approved a merit increase of 10% (to $411,000) in recognition of the expansion of the scope of his role subsequent to the departure of Mr. McAlea.

The Compensation Committee also approved a merit increase of 3.0% for Mr. Johnson (to $356,380) in December 2019. The Compensation Committee maintained 2020 base salaries for all other NEOs at the same levels in effect at the end of 2019.

In connection with other proactive measures being taken in response to the impacts of COVID-19, the Company’s NEOs elected to reduce their 2020 base salaries by 10%. On April 1, 2020, the Compensation Committee approved these reductions, effective immediately and until such time as the Compensation Committee determines reinstatement is appropriate. It is the understanding and intention of the Compensation Committee that this temporary reduction does not and will not reduce a terminated NEO’s potential severance related award.

Annual Incentive Program

Our annual incentive compensation program is designed to provide appropriate incentives to reward performance and motivate our executives, including the NEOs, to attain our strategic objectives.

This program is adopted annually isand designed with our strategic objectives in mind, and has historically focused partly on the achievement ofpre-determined corporate financial objectives and partly, for each executive, on personal objectives. Prior to 2017, 55% of each executive’smind. The annual incentive compensation target was based on the achievement ofpre-approved corporate financial objectives with the remaining 45% based on the achievement of personal objectives.

In 2017, our Compensation Committee revised our annual incentive compensation program is designed so that the pool available for payout thereunder is based 100% on the achievement ofpre-determined corporate financial objectives. Under the new annual incentive compensation program, if thepre-determined corporate financial objectives are achieved and the pool is funded, the allocation of the pool among participants is based on each participant’s progress towards assigned strategic-imperatives and concrete personal objectives. If thepre-determined corporate financial objectives are not achieved, no employees receive awards under our annual incentive compensation program. Even if thepre-determined corporate financial objectives are achieved, our Compensation Committee always retains the discretion to reduce the funding of the Company-wide annual incentive plan pool or any individual participant’s award.

As an overriding condition, a failure to perform in accordance with our Code of Conduct or Code of Ethics may serve as a basis for a participant in this program not to receive an incentive award. We consider this aspect of our incentive compensation program to be consistent with sound principles of corporate governance.

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With respect to financial measures, 100% of each NEO’s bonus related to each financial measure would generally be deemed to have been earned if the target for that financial measure is fully achieved.

Each NEO’s performance is measured against his personal objectives, and such performance is used to determine the allocation of the bonus pool if, and only if, the pool is funded by the Company’s achievement of thepre-determined corporate financial objectives.

For a discussion2019 Incentive Compensation Program

Consistent with the principles discussed above, in February 2019, the Compensation Committee approved an annual incentive program for 2019. The 2019 target incentive awards for each of the 2018 Annualparticipating NEOs were set at 50% of their 2019 annual base salaries, except for Mr. Joshi, whose 2019 target incentive award was set at 100% of his 2019 annual base salary. The 2019 threshold and maximum annual incentive award for all NEOs were set at 50% and 150%, respectively, of the target annual incentive award.

Additionally, the Compensation Committee approved the following performance objectives—selected to reflect the Company’s focus on growth, profitability and cash general—for the funding of the 2019 annual incentive program for participating NEOs:

For 2019, actual levels of Company performance were measured against threshold, target and maximumpre-determined performance goals, which were set in February 2019 after the completion of our budgeting process and an examination of our underlying markets, customers, strategic initiatives and the general economic outlook for 2019. In March 2020, the Compensation Committee determined that, based on 2019 Company performance, threshold performance levels were not met for revenue ornon-GAAP operating profits, however, organic cash performance was 86.3% of target performance for that metric and resulted in a bonus payout of 17.3% of target. The Compensation Committee determined that bonus payout to NEOs under the 2019 annual incentive plan would be in the form of immediately-vested restricted stock in lieu of cash. Amounts paid to each NEO is set forth in the “Non-Equity Incentive Program, see below atPlan Compensation” column of the “—2018 IncentiveSummary Compensation Program.Table” on page 37 below. Prior to the 17.3% of target payout for 2019 performance, the Company had not paid out an annual incentive bonus since 2016.

In February 2020, the Compensation Committee decided to maintain a structure similar to that used in 2019 for the 2020 annual incentive plan; however, the Compensation Committee elected to remove organic cash as a metric for 2020 and return to using two equally weighted metrics: revenue andnon-GAAP operating profit. Base target awards for each of the participating NEOs will continue to be equal to 50% of each individual’s 2020 annual base salary, except for the CEO, whose base target award is set at 100% of his 2020 annual base salary (to be prorated, if earned, based on the number of days Mr. Joshi serves as CEO in 2020).

Long-Term Equity Compensation

The Compensation Committee administers our 2015 Incentive Plan. Under the 2015 Incentive Plan,that plan, the Compensation Committee is authorized to grant restricted stock awards, restricted stock units, stock options, stock appreciation rights and other awards that are provided for under the 2015 Incentive Plan to such of our employees and employees of our subsidiaries as the Compensation Committee determines to be eligible for awards. Awards granted to a participant are based upon a number of factors, including the recipient’s position, salary and performance, as well as our overall corporate performance.

The 2015 Incentive Plan is intended to provide an effective method of motivating performance from key employees, including our NEOs, and of creating an alignment of interests in participants with the interests of our stockholders. Awards are made under the 2015 Incentive Plan as long-term incentive compensation to NEOs and other key employees when the Compensation Committee believes such awards are appropriate.

The Compensation Committee makes awards under the 2015 Incentive Plan both to reward performance and to motivate the recipient’s long-term performance. Historically, the majority of the equity awards made to our executive officers under the 2015 Incentive Plan have been restricted stock awards with time-based vesting

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conditions. As mentioned above, the Compensation Committee engaged Pearl Meyer in 2017 to assist the Committee in its review2016 Incentive Stock Options and evaluation of the compensation for the executive officers. Consequent to the Compensation Committee’s comprehensive review, we granted restricted stock awards with time-based vesting conditions to our executive officers, including our NEOs, in December 2017 and performance share units in February 2018. The performance share units were granted in February 2018 so that we could review more current perspectives on our business outlook and budgeting process when establishing revenue and operating income performance targets. These performance share unit awards could only be earned by the NEOs upon our achievement ofpre-determined levels of 2018 revenue and operating income. A portion of the performance share unit awards were earned based on 2018 revenue and operating income; such awards vest in three equal annual installments.Restricted Stock Awards

In 2016, our Compensation Committee granted stock options and restricted stock awards with share price-based vesting conditions under the 2015 Incentive Plan. The equity awards with share price-based vesting conditions granted to our NEOs in 2016 do not vest until the closing price of our Common Stock on each of the trading days during the immediately prior ninety consecutive calendar days is at least $30 or $40, as applicable, representing a significant increase in market capitalization as compared to the closing price of our Common Stock on the date of grant. In 2020, the Compensation Committee reviewed the terms of these option awards and amended the applicable award agreements to issue a tandem stock appreciate right (SAR) that will permit the Company to elect settlement of these awards, if exercised, in cash or in stock. No other terms of these awards, including the applicable strike price and performance vesting conditions, were changed by this amendment and there was no incremental accounting charge associated with this modification.

Long-Term Equity Compensation Program Development

Historically, the majority of the equity awards made to our executive officers under the 2015 Incentive Plan have been restricted stock awards with time-based vesting conditions. In 2017, in connection with the Compensation Committee’s comprehensive review of the Company’s long-term equity compensation practices, in line with recommendation by the Compensation Committee’s compensation consultant, the Compensation Committee restructured the Company’s long-term equity compensation practices to place a greater percentage of executives’ total compensation at risk and based onpre-determined performance objectives.

Beginning with the 2018 compensation cycle, the Compensation Committee divided long-term equity grants equally between restricted stock awards with time-based vesting conditions and performance share units. The performance share units typically are granted in February of the performance year, upon completion of the budgeting process to support the selection of appropriate performance targets. Performance share unit awards can only be earned by the NEOs upon our achievement ofpre-determined levels of revenue and operating income. For the 2018 compensation cycle, the time-vesting restricted stock component of executives’ long-term equity compensation were granted in December 2017 and the performance share units were granted in February 2018 once the budget process was complete. As a result, in the“Summary Compensation Table” on page 37 below, this resulted in half of the executives’ long-term equity compensation being reported in 2017 and the remainder being reported in 2018. In 2019, the Compensation Committee granted both components of long-term equity in early February so that compensation relating to a specific year is clearly reflected in the applicable compensation cycle going forward. The long-term equity target compensation amounts approved for each of our NEOs that received LTI awards in 2018 and 2019 were as follows:

Shares of restricted stock, performance share units and stock options issued pursuant to the 2015 Incentive Plan may not be sold, transferred or encumbered by the employee prior to vesting (and exercise in the case of stock options). The compensation associated with these awards is expensed over the vesting period. The shares covered by restricted stock awards are considered outstanding upon issuance following the acceptance of each award for the purpose of calculating diluted earnings per common share, and holders of shares issued pursuant to restricted stock awards are entitled to vote such shares and to receive any dividends declared in respect of our Common Stock. Please see “Proposal 3 – Approval of Amended and Restated 2015 Incentive Plan” at page 52 below for proposed changes to payment of future dividends on unvested restrict stock. Shares covered by performance share units are not considered outstanding until vested and shares covered by stock option awards are not considered outstanding until exercise except, in each case, for the purpose of calculating diluted earnings per common share. The holders of performance share units and stock options are not entitled to vote shares or receive any dividends declared with respect to the shares covered by such awards.

2018 Salaries2019 Long-Term Equity Awards

At its meeting on March 22, 2018, the Compensation Committee determined to increase the base salaries of our NEOs in 2018. The 2018 and 2017 base salaries of our NEOs are as follows:

OnIn March 1, 2019,2020, following the finalization of the Company’s 20182019 audited financials, the Compensation Committee determined that, based on the Company’s actual 20182019 revenue and non-GAAP operating income, 41% ofthreshold performance for the targetperformance share units was not met. Therefore, no performance share units were earned by the NEOs.

In February 2020, the Compensation Committee set 2020 long-term incentive awards for NEOs and the terms of the 2020 performance share units. As in prior years, each NEO.NEO was granted his long-term equity award in equal parts (i) time-vesting restricted stock and (ii) performance share units. After discussion with its compensation consultant, the Compensation Committee elected to retain revenue andnon-GAAP operating profit as the performance metrics for 2020 performance share units, as these metrics balance the Company’s long-term goals of growth and profitability. Long-term equity awards for 2020 were awarded to current NEOs, other than Mr. Joshi who was not granted long-term equity for 2020 in light of his pending retirement, in equal parts time-vesting restrict stock and performance share units at the following aggregate target amounts:

that the terms of these arrangements are consistent with our executive compensation goals, including the balancing of short-term and long-term compensation to properly motivate our NEOs.

Vyomesh I. Joshi

Mr. Joshi’s employment agreement provides for a minimum base annual salary of $925,000 and a minimum target bonus opportunity of 100% of his base salary, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee. The employment agreement entitles Mr. Joshi to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs. Pursuant to the employment agreement entered into in connection with his hiring in April 2016, Mr. Joshi was also granted the following equity awards: (1) 150,000 shares of restricted stock that vest in three equal annual installments; (2) 500,000 stock option awards, comprised half of option awards subject to $30 per share price-based vesting conditions and half of option awards subject to $40 per share price-based vesting conditions; and (3) 75,000 shares of restricted stock, 50,000 of which are subject to $30 per share price-based vesting conditions and 25,000 of which shares are subject to $40 per share price-based vesting conditions. Mr. Joshi is not guaranteed any further equity awards under his employment agreement, but is entitled to participate in our equity compensation plans generally available to our executive officers.

Our employment agreement with Mr. Joshi provides for an initialtwo-year employment term that automatically extends for additionalone-year periods unless terminated by Mr. Joshi or us upon at least 30 days’ prior written notice of intention not to renew. The agreement may also be terminated by us or Mr. Joshi for other reasons and, subject to the conditions set forth in the employment agreement, provides for certain payments and benefits in connection with certain termination events or a change of control as described under“Potential Benefits upon Termination or Change of ControlControl”” beginning on page 3941 below. Mr. Joshi’s employment agreement automatically extended for an additionalone-year period in April 2018.2019.

On February 5, 2020, Mr. Joshi announced his intention to retire as President and CEO of the Company effective as of the date that his successor becomes President and Chief Executive Officer of the Company. In connection with his decision to retire, we entered into a transition agreement with Mr. Joshi which provides that he will serve as anon-employee consultant for a period of 12 months following his retirement.

John N. McMullenTodd A. Booth

Mr. McMullen’sBooth’s employment agreement provides for a minimum base annual salary of $500,000$475,000 and a minimum target bonus opportunity of 50% of his base salary, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee. The employment agreement entitles Mr. McMullenBooth to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs. Pursuant to the employment agreement entered into in connection with his hiring in July 2016,September 2019, Mr. McMullenBooth was alsopaid a cash signing bonus of $75,000 that is required to be repaid if his employment is terminated for cause or he elects to leave the Company for any reason other than death, disability or constructive discharge within 12 months of his start date. In addition, Mr. Booth was granted the followingan equity awards: (1) 75,000award of 100,000 shares of restricted stock thatunder the 2015 Incentive Plan, which vest in three equal annual installments; (2) 200,000 stock option awards, comprised halfinstallments in each of option awardsthe first, second and third anniversaries of the grant date subject to $30 per share price-based vesting conditions and half of option awards subject to $40 per share price-based vesting conditions; and (3) 50,000 shares of restricted stock, half of which are subject to $30 per share price-based vesting conditions and half of which are subject to $40 per share price-based vesting conditions.his continued employment with the Company. Mr. McMullenBooth is not guaranteed any further equity awards

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Andrew M. Johnson

Mr. Johnson’s employment agreement provides for a minimum base annual salary of $333,000. Mr. Johnson is also entitled to receive cash performance bonuses, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee. The employment agreement entitles Mr. Johnson to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programsprograms.

Our employment agreement with Mr. Johnson provides for an initialtwo-year employment term that automatically extends for additionalone-year periods unless terminated by Mr. Johnson or us upon at least 30 days’ prior written notice of intention not to renew. The agreement may also be terminated by us or Mr. Johnson for other reasons and, subject to the conditions set forth in the employment agreement, provides for certain payments and benefits in connection with certain termination events as described under“Potential Benefits upon Termination or Change of ControlControl”” beginning on page 3941 below. Mr. Johnson’s employment agreement automatically extended for an additionalone-year period in June 2018.2019.

Herbert Koeck

Mr. Koeck’s employment agreement, as supplemented by the terms of his secondment from 3D Systems SA to the Company, provides for a minimum base annual salary of $505,000, such amount being set at a level intended to result in a net zero tax advantage while on secondment, and a minimum target bonus opportunity of 50% of his base salary, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee. The employment agreement entitles Mr. Koeck to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs.

Our employment agreement with Mr. Koeck remains in effect until terminated by Mr. Koeck or us upon at least three (3) months’ prior written notice. The agreement may also be terminated by us or Mr. Koeck for other reasons and, subject to the conditions set forth in the employment agreement, provides for certain payments and benefits in connection with certain termination events as described under“Potential Benefits upon Termination or Change of Control” beginning on page 41 below. Pursuant to the terms of our second letter of secondment with Mr. Koeck, entered into on January 14, 2020, he has the right to repatriate with his family to his home location at the end of his secondment unless he voluntarily resigns from the Company or is terminated for cause. Mr. Koeck’s secondment will continue until terminated by us for any reason at any time upon sixty (60) days prior written notice.

Philip C. Schultz

Mr. Schultz’s employment agreement provides for a minimum base annual salary of $330,000. Mr. Schultz is also entitled to receive cash performance bonuses, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee. The employment agreement entitles Mr. Schultz to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs.

Our employment agreement with Mr. Schultz provides for an initialtwo-year employment term that automatically extends for additionalone-year periods unless terminated by Mr. Schultz or us upon at least 30 days’ prior written notice of intention not to renew. The agreement may also be terminated by us or Mr. Schultz for other reasons and, subject to the conditions set forth in the employment agreement, provides for certain payments and benefits in connection with certain termination events as described under“Potential Benefits upon Termination or Change of Control” beginning on page 41 below. Mr. Schultz’s employment agreement automatically extended for an additionalone-year period in August 2019.

John N. McMullen

Mr. McMullen retired from the Company effective September 17, 2019. Prior to announcing his intention to retire, his terms of employment were governed by an employment agreement entered into in connection with his

hiring in July 2016 that provided for (a) a minimum base annual salary of $500,000; (b) a minimum target bonus opportunity of 50% of his base salary, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee; (c) certain new hire equity awards; and (d) the right to participate in all other benefits generally available to our other executive employees, including participation in the Company’s health benefit plans and equity award programs.

On March 13, 2019, Mr. McMullen notified us of his intention to retire effective December 31, 2019 or, if earlier, the date on which his successor was hired. In connection with his decision to retire, we entered into a transition agreement with Mr. McMullen which provided for (i) the continuation of his then-current annual base salary of $515,000 for such period that he continued as Executive Vice President and Chief Financial Officer; (ii) eligibility for an annual incentive award for 2019 in an amount of up to 50% of his base salary, with the exact amount of any such bonus to be based upon the achievement of performance goals to be determined by the Compensation Committee; (iii) service as anon-employee consultant to the Company for a period of 12 months following the effective date of his retirement, during which time he would receive a consulting fee of $515,000 (paid monthly over 12 months); and (iv) continued vesting of certain restricted stock awards pursuant to the terms of each individual award for the duration of the term of the transition agreement.

Kevin McAleaMcAlea

TheIn connection with Mr. McAlea’s departure from the Company, he received the following benefits in exchange for an executed severance and Mr. McAlea are partiesrelease agreement: (i) severance pay of $401,000 (representing one year’s base salary, to abe paid in twelve equal installments); (ii) additional severance arrangement pursuantpay of up to which$200,500 (representing six month’s base salary, to be paid in six equal installments following the final severance payment, subject to certain conditions); (iii) payment of the portion of any COBRA premiums for up to 18 months that Mr. McAlea would become entitledreceive if he were still employed by the Company; (iv) accelerated vesting of 25,018 shares of restricted stock and restricted stock units held by him pursuant to severance payments equalthe Company’s 2015 Incentive Plan; and (v) the right to nine monthsacquire the first tranche (7,919 shares) of his then current salary if his employment is terminated other than for cause.the 2019 performance share units granted in February 2019, based solely on the determination of the Compensation Committee as to the percentage of shares earned based on 2019 financial results. All remaining unvested stock options, restricted stock and performance share units were cancelled.

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Our executives, including the NEOs, are eligible to participate in employee benefit programs that we provide to our employees generally, which include a group insurance program providing group health, dental, vision, life and long-term disability insurance. Other benefits include a Section 401(k) plan, health savings accounts, flexible spending accounts for health and dependent care expenses, sick leave, holiday time and vacation time.

Accounting and Tax Considerations

The Compensation Committee generally considers the financial accounting implications of stock awards and other compensation to the Company’s executive officers in evaluating and establishing the Company’s compensation policies and practices. Section 162(m) of the Code limits to $1 million the U.S. federal income tax deductibility of compensation paid in one year to certain covered employees, including a company’s principal executive officer, principal financial officer and the next three highest paid executive officers, without an exception for performance-based compensation.

The Compensation Committee believes that in establishing incentive compensation programs for our NEOs, the potential deductibility of the compensation payable should be one of several factors taken into consideration. Therefore, while the Compensation Committee considers tax deductibility in making executive compensation program decisions, the Compensation Committee’s primary consideration is whether the executive compensation programs align the interests of our executives with those of our stockholders.

Stock Performance

While we generally consider matters such as stock performance and total return to our stockholders in making compensation decisions, we do not consider them as controlling factors in making compensation decisions. Short-term movements in our stock price and total return to stockholders as reflected in the performance of our stock price are subject to factors, including factors affecting the securities markets generally, thatwhich are unrelated to our performance.

Our priorities and the priorities of our management are centered on achieving our strategic objectives, meeting customer needs, new product development, increasing cash generation, identifying, completing and successfully integrating strategic investments, and promoting operational excellence and innovation. The pursuit of such longer range objectives is not necessarily consistent with producing short-term results to increase our stock

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Summary Compensation Table

The following table presents information regarding the compensation of each of the NEOs for services rendered during fiscal 2019, 2018 2017 and 2016.2017.